Veterans Caucus ByLaws

BY-LAWS OF THE VETERANS CAUCUS, INC.

The name of this non profit corporation shall be the Veterans Caucus Inc., and only members of this corporation as provided herein shall be permitted to use this name.

ARTICLE II

This corporation shall be Incorporated in the Commonwealth of Virginia. The Caucus Secretary will cover day-to-day operations.

ARTICLE III

It is the intent of this corporation to be organized exclusively for the purpose of identifying and recognizing those physician assistants and other health care providers who have served their country as members of the uniformed and federal services.

A. Fellow Members A fellow member of the corporation shall be an Honorably Discharged or actively serving Physician Assistants who is a veteran of the uniformed services and/or is currently on active duty with the uniformed services of the United States and who has concurrent fellow membership in the American Academy of Physician Assistants. A fellow member shall have all the rights and privileges of the corporation including the right to vote and hold office.

B. Affiliate Member An affiliate member shall be a Physician Assistant who has concurrent membership in the American Academy of Physician Assistants and can demonstrate a familial relationship to a bona fide US Service Veteran or US Active Duty uniformed service member. An affiliate member shall have all the privileges of the corporation including the right to vote but cannot hold elected office in the organization.

C. Associate Member – An associate member shall be any person who is/is not a veteran and is interested in veteran affairs or the physician assistant profession. Associate members shall not be entitled to vote or hold office.

D. Student Member A student member of this corporation shall be an individual who is a veteran and is currently enrolled as a Physician Assistant student in the Accreditation Review Commission for Physician Assistant Education (ARC-PA) accredited program. Student members shall be accorded the privilege of the floor, when recognized, at regular meetings. Student members shall not be entitled to vote. Student members may serve on committees.

E. Honorary Member - Honorary members of this corporation shall be individuals of distinction who have rendered outstanding service to the corporation. Honorary members will be proposed by the Board of Directors of this corporation and will be elected by a majority of the members in attendance at the annual meeting. Honorary members shall be accorded the privilege of the floor, when recognized, at regular meetings, and of serving on committees when appointed. Honorary members shall not be entitled to vote or hold office, and will not be assessed any dues.

F. Corporate Member - Corporations may be granted corporate membership status, on an annual basis, by approval of the Board of Directors. Corporate members shall not be eligible to vote or hold office.

G. Life Member - The Board of Directors controls availability of Life Memberships. Caucus members from any member category may elect to become Life Members of the Caucus by paying a one-time assessment as outlined in Section 2. A life member’s category of membership (i.e. Affiliate, Honorary) and their respective privileges as outlined in the sections above do not change unless the member is no longer a member of the American Academy of Physician Assistants. Members in this category will be referred to in the membership logs as “Lifetime Fellow Member, Lifetime Affiliate Member, etc.”

Section 2. Dues. The annual dues of the members shall be as follows:

A. Fellow, Affiliate, Associate and Student dues shall be set by the Board of Directors.

B. Corporate dues shall be set by the Board of Directors.

C. Honorary members will not pay dues.

D. Lifetime dues shall be set by the Board of Directors.

Section 3. Failure to pay dues. Any member who shall fail to pay his/her dues or assessments sixty (60) days after the date such dues or assessment are due and payable, shall be automatically suspended from membership in this corporation.

Section 4. Suspension/Reinstatement. If any member is suspended for nonpayment of his/her dues and his/her records disclose no complaints or charges, he/she shall be eligible for reinstatement by paying any assessments past due for that current year.

Section 5. Disability Waiver. Any member who may become totally disabled may apply in writing for a waiver of dues for the duration of the total disability. Such application shall be subject to review and approval by the Board of Directors.

Section 6. Application. All applications for membership shall be made in writing/electronically on an application form provided by this corporation. Proof of military affiliation, DD214 or a statement of formal familial relationship to a bona fide US veteran or US Active duty uniformed service member, may be requested of the Fellow or Affiliate applicant by the Membership committee. The application will be reviewed and either approved or rejected by the Membership Committee. All rejections shall automatically go before the Board of Directors for final review and decision. The decision of the BOD shall be final.

ARTICLE V

Meetings

Section 1. Annual Meeting. The Annual Meeting of the Veterans Caucus, Inc. shall be convened for the transaction of business as may come before the organization. Notice of the meeting shall be mailed or electronically mailed to the members at the last recorded address at least 20 days before the meeting, which shall include the location, date, and time. The meeting will also be announced on the Caucus Website and will serve as official notice of the meeting.

Section 2. Regular Meetings. The corporation shall hold regular meetings at a time and place specified and fixed by the Board of Directors, at which any business may be transacted. Notice of the regular meetings is to be given in the same form as the annual meeting.

Section 3. Special Meetings. Special meetings may be called at the discretion of the President, the Board of Directors, or upon the written request of not less than 10 percent (10%) of the outstanding membership. Notice of any special meeting is to be given in the same form as for the annual meeting. Notice of the meeting shall be given at least ten (10) days before the time appointed for the special meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members of this corporation.

Section 4. Order of Business. The President shall set the order of business.

A. Qualifications and Term of Office. The President, Past-President, President Elect, Secretary, Treasurer and Directors at Large shall be fellow members of the Veterans Caucus. The President and President Elect shall have one-year terms of office. The Directors at Large shall consist of two (2) senior members and two (2) junior members elected for alternate two-year terms of office. The Secretary and Treasurer will have a four-year term of office. Any fellow member may be elected to serve as President-Elect or Secretary only after completion of one term as an elected member of the Board of Directors. The President-Elect must have been a member of the Board of Directors within the past three years of the election.

Student representative: A student representative to the Board may be a volunteer or nominee from the student membership and will be appointed by the Board. This representative will be a liaison between the Board and the student membership with duties to be determined by the President. The Student term of office will be for one year.

B. Nominations and Ballots. Nominations for each office will be accepted up to sixty (60) days prior to the elections date of each year. Ballots will be mailed or electronically mailed to all voting members no less than fifteen (15) days or more than thirty (30) days prior to the election date. Write in candidates will be accepted. No names shall be placed on the ballot without the consent of the nominee. The Elections Committee is responsible to verify that all candidates for office are AAPA Fellow members and that all ballots are provided only to AAPA Fellow members of the Veterans Caucus.

C. Time of Elections. All Officers, excluding the President, shall be elected at a time specified by the Board of Directors.

D. Eligibility of Voters. The Chairman of the Elections Committee (or designee) shall distribute a ballot by mail or by email, to each fellow and affiliate member who is listed on the corporation's membership roster.

E. Election Procedures. Ballots shall be returned, either by fax, by mail or electronically, to the Chairman of the Elections Committee (or designee). Votes necessary to elect shall be a plurality of the votes cast. In the case of a tie vote, the Chairman of the Elections Committee (or designee) will conduct another ballot. Ballots can be received by FAX or electronically if so directed by the Chairman of the Elections Committee. The Elections Committee is responsible to verify the integrity of all ballots received. The Chair of the Elections Committee will validate all ballots and elections results.

Section 3. Vacancies. A vacancy in any office of the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be filled without undue delay by a majority vote of the remaining members of the Board. This vote may be done at a special meeting, which shall be called for that purpose; or may be handled by mail or conference call if unanimously agreed upon by the remaining Board members. This election shall be held within sixty (60) days after the occurrence of the vacancy. Any officer or director elected to fill a vacancy shall hold office until the next annual meeting, or until his/her successor has been elected at a special meeting of the membership. In the case of the President Elect, such office shall be filled, by election with another officer. In the absence of the President, or in the event of his or her death, or inability or refusal to act, either the President - Elect or the immediate Past President, as elected by the Board of Directors, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than that provided in these Bylaws after and at the same place as the annual meeting of the corporation. The Board of Directors may provide, by resolution, the time and place, either within or without of the State of Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 5. Regular Duties. The Board of Directors may:

A. Admit, suspend, or expel members by ballot.

B. Appoint committees as deemed necessary from the Board of Directors or from the General Membership of the corporation.

C. Audit bills and disburses the funds of the corporation.

D. Print, circulate and publish documents and articles for the corporation.

E. Employ agents.

F. Devise and carry into execution such other measures, as it deems proper and expedient to promote the objectives of the corporation and to best protect the interests and welfare of its members.

G. Board members shall not be salaried.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Board Members. The person(s) authorized to call special meetings of the Board of Directors may fix any place, either within or without of the State of Virginia, as the place for holding any special meeting of the Board of Directors.

Section 7. Notice. Notice of the meeting, signed by the President or the three (3) Board Members, shall be mailed or electronically mailed except as herein or by statute otherwise provided, to the last recorded address of the other directors at least ten (10) days before the time appointed for the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice of such a meeting.

Section 8. Quorum. A simple majority of the number of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 9. Manner of Acting. Any business transacted by a majority of the Board of Directors present, shall be considered a legitimate action by the Board.

Section 10. Absence. Should any member of the Board of Directors absent him/herself unreasonably from two (2) consecutive meetings of the Board without sending a communication to the President or Secretary stating his/her reason for doing so, and if his/her excuse should not be acceptable by the members of the Board, his/her seat on the Board may be declared vacant and the Board may fore with proceed to fill the vacancy.

Section 11. Removal of Directors. Any one or more of the directors may be removed either with or without cause, at any time, by a vote of two thirds (2/3) of the members of the corporation present at any special meeting of the corporation called for that purpose.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action of any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action at a meeting.

Section 13. Power to Fix Salaries. The salaries of all non-elected officers, employees and agents of the corporation shall be fixed by the Board of Directors.

Section 14. Appointment of Additional Officers. The Board may appoint such other officers and agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Any officer or agent appointed or elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby; however, such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VII

Officers

Section 1. President. The President shall be the principle executive officer of the corporation and, subject to the control of the Board of Directors, shall, in general, supervise and control all of the business, preside at all meetings of the membership and of the Board of Directors. He/She may constitute, at his/her own direction, and at the direction of the Board of Directors, any committee for any purpose deemed necessary and proper to the accomplishment of the corporation's objectives. He/she may sign, with the Treasurer, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed and executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President is given $500/year in discretionary spending. After the President's term is completed, he/she will become a regular Board member for a term of one (1) year as the Past President.

Section 2. President Elect. Serves a one year term in the capacity as President Elect and then assumes the office of President for an additional one-year term. The President-Elect may sign with the Treasurer, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed and executed, and shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Serves as Chair of the Awards and Elections/Nominations Committees.

Section 3. Past President. The Past President shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Past President will only vote on Board business in cases of a tie.

Section 4. Treasurer. The Treasurer shall prepare under the direction of the Board of Directors, an annual report of the transactions and business and advancing interests of the corporation.

The Treasurer will ensure that annual Internal Revenue Service (IRS) forms are properly filed which maintain the organizations tax exempt veterans’ service status and notify the BOD of this activity in their records and reports.

In case of absence or disability of the Treasurer, the President may appoint a Treasurer Pro-Tem. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine. The Treasurer shall keep an account of all monies received and expended for the use of the corporation, and shall make disbursements of over $500.00 only upon bills approved in by the Board of Directors. He/She shall deposit all sums received in the bank or banks or trust company approved by the Board of Directors, and make a report at the annual meetings or when called upon by the President. The funds, books, and bills in his/her hands, shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his/her term of office, he/she shall undertake a concurrent internal review along with the incoming Treasurer of all Caucus assets and deliver all books, monies, and other property to the incoming officer.

The Treasurer will file all papers necessary to reincorporate the organization with the Commonwealth of Virginia annually and will notify the BOD of the results of this submission.

Section 5. Secretary. It shall be the duty of the Secretary to give notice of and attend all meetings of the corporation and prepare minutes thereof. The Secretary shall prepare and mail reports of all special and regular meetings to the general membership within ninety (90) days of that meeting; to conduct all correspondence and to carry into execution all orders, votes, resolutions not otherwise committed and to keep a list of the members of the corporation.

In case of absence or disability of the Secretary, the President may appoint a Secretary Pro-Tem. If required by the Board of Directors, the Secretary shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine.

Section 6. Directors-at-Large. It shall be the duty of the Directors-at-Large to hold positions at the direction of the President which will include but not be limited to such duties as directing membership activities, directing public affairs, publishing a timely newsletter, assisting with liaison activities of other veterans’ organizations and with other state chapters of the AAPA.

ARTICLE VIII

Committees

Section 1. Standing Committees. As soon as practical after taking office the President shall appoint the chairmen for the Standing Committees. The Chairman shall submit to the President, within 30 days, a list of proposed committee members for approval. Committee members must be members in good standing of the Veterans Caucus.

A. Awards Committee

B. Charity Committee

C. Continuing Medical Education

D. Elections and Nominations

E. Ethics and Grievances

F. Finance

G. Marketing Committee

H. Membership

I. Memorial Day Committee

J. Newsletter / Communications

K. Professional Wellness Committee

L. Communications/Website

M. Scholarship Committee

N. Special Committees. The President may, at any time, appoint other committees on any subject for which there are no standing committees.

O. Veteran’s Health Committee

Section 2. Executive Committee. The Executive Committee shall be composed of the President, President-Elect, Past President, Secretary and Treasurer. The President shall act as Chair of the Executive Committee. The purpose of the Executive Committee is to act on behalf of the Board of Directors in an emergency or with ongoing business when the Board is not in session. Any actions taken by the Executive Committee must be approved by the full Board of Directors at the earliest opportunity, or the next regularly scheduled Board meeting.

Section 3. Committee Quorum. A majority of any committee of the corporation shall constitute a quorum for the transaction of business, unless any committee by a majority vote for its entire membership, decide otherwise. The action by a majority of the members of the committee, as constituted by either the President or the Board of Directors, shall constitute the action of that committee.

Section 4. Committee Vacancies. The various committees shall have the power to fill vacancies in their membership. This action is subject to approval by the Board of Directors.

ARTICLE IX

Code of Ethics

The Code of Ethics of the Veterans Caucus shall be the same as that of the American Academy of Physician Assistants.

ARTICLE X

Suspension or Expulsion of Members

A member may be expelled or suspended as provided in these sections and otherwise specified in these Bylaws.

Section 1. A member renders him/herself liable to suspension or expulsion if:

A. He/she refuses or neglects to give effect to any decision of the corporation or of the Board of Directors,

B. He/she violates any of these Bylaws, including the Code of Ethics,

C. He/she has been declared by a court of competent jurisdiction to have committed a fraud, to be insane, to be otherwise incompetent or he/she is convicted of a crime involving moral turpitude, or

D. He/she is found by the Committee on Ethics and Grievances to be guilty of any act that reflects discredit upon the members of the corporation.

Section 2. Any complaint or charge preferred against a member under this Article shall be filed in writing with the Secretary who shall forward the same to the Committee on Ethics and Grievance.

ARTICLE XI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general, or confined to specific instances. If the authority to be vested is an agent to enter into any contract on behalf of the corporation is to be general, such authority shall be reduced to writing. In any event, the authority of the officer or officers, agent or agents, may be revoked for cause. All such contracts must be evaluated by the Executive Board at a minimum, preferably the full Board of Directors, and by corporate legal counsel if deemed necessary by the Executive Board/Board of Directors.

Section 2. Loans. No loan shall be contracted on behalf of the corporation and no evidences of indebtedness issued in the name of the corporation unless authorized by a resolution of the Board of Directors. Such authority shall be reduced to writing and may be revoked for cause shown.

Section 3. Checks, Drafts, etc. The Treasurer, President or President-Elect shall sign all checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation. No officer of the corporation upon his/her discretion will spend or otherwise make expenditure in excess of five hundred ($500.00) without the Executive Board/Board of Directors' approval. Expenditures up to the amount of $500.00 may be drawn upon solely by the signature of the Treasurer.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE XII

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XII

Seal

The Board of Directors shall provide a corporation seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal." The Treasurer will maintain the corporate seal.

ARTICLE XIV

Parliamentary Authority

The current edition of Sturgis Standard Code of Parliamentary Procedure shall govern all points not specifically covered by these Bylaws.

ARTICLE XV

Amendments

These Bylaws may be amended or new Bylaws may be adopted at a regular meeting by a two thirds (2/3) vote of the Fellow membership present. Notice of such amendments and/or the proposed new Bylaws must be mailed to the last recorded address of each member at least ten (10) days before the time appointed for the meeting. Voting may be conducted via mail in ballots or ballots received via FAX or other electronic means if so approved by the Board of Directors. The Elections Committee Chair will ensure the validity of the electronic ballot.